WeShop Terms of Service

WESHOP TERMS OF SERVICE

Last Updated: October 2023

1. INTRODUCTION

1.1 These terms of service ("Terms") govern your access to and use of WeShop’s platform (our electronic platform at we.shop, the “Website”) (the “Platform”), applications (available on iOS and Android), application programming interfaces and widgets (the “Service”), as further described in Clause 2 below. Please read these Terms carefully before you access or use the Services and contact us if you have any questions. By accessing or using the Service, you agree to be bound by these Terms, our privacy policy (“Privacy Policy”), and such other policies as we may adopt from time to time.

1.2 The Weshop Platform is provided by WeShop Holdings Limited, a company registered in the British Virgin Islands under number 2046056 and whose registered address is Mandar House, 3rd Floor, Johnsons Ghut, Tortola, British Virgin Islands (“we”, “us”, “Company” or “WeShop”).

1.3 If you register with us, you will have an account (“Account”) and be an account owner (“Account Owner”) in accordance with these Terms. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us.

1.4 Please note that these Terms may change from time to time. You agree that we may update any aspect of the Services or add additional Services, and these Terms will apply to any updates. Please pay particular attention to the Code of Conduct set out in Clause 6 of these Terms and to the indemnity set out in Clause 11 of these Terms.

2. SERVICE

The Service we offer and how it works:

2.1 The Service we provide allows you, as an Account Owner, to a Profile (“Profile”) by using the WeShop Platform.

2.2 You are only permitted to have one Profile with us, and we reserve the right to delete multiple profiles where they are in, our opinion, all connected with one individual. The Service is free of charge (unless you choose to subscribe for additional premium user services that we may offer from time to time).

2.3 Through the Service, you will be able to:

(a) create your Profile and to feature in it, and generate sales of, products and services offered by third-party retailers (“Retailers”);

(b) personalise your Profile (for example, adding your own Content (defined at Clause 6 below) about a Retailers’ products and services that you feature); and

2.4 As an Account Owner, you do not purchase and sell your own products and services. You simply provide links to Retailers’ websites through which visitors to your Profile (“Profile Visitors”) can access and purchase the Retailers’ products and services which feature in your Profile. You do not enter into legal relations with your Profile Visitors, nor are you an agent of any Retailer whose products and services you feature in your Profile. Purchases generated via your Profile are made directly by Profile Visitors from Retailers and any contractual or other relationship is between those parties.

2.5 You will find further information about the Service and the additional features available to you on the WeShop Website.

2.6 In providing our Service, we do not recommend, endorse or sell any of the products and services you feature in your Profile (or which are featured in any other Profile). We do not take responsibility or accept any liability for the Content you place, or allow to be placed, in your Profile, which is always your responsibility (nor are we responsible to you for other Account Owners’ Content). We do not endorse any of the Content in your Profile, nor the products and services of Retailers that you feature in your Profile. We only take responsibility for providing the Service to you. We draw your attention to the Code of Conduct set out in Clause 6 of these Terms and to the indemnity set out in Clause 11 of these Terms.

2.7 For as long as you are an Account Owner, you will conform to and comply with the Service’s format, style, design and layout requirements (as we may amend them from time to time).

2.8 You agree that we may feature and/or refer to you and your Profile for promotional purposes including, but not limited to, as the subject of a WeShop success story, or such similar promotion or feature.

3. PERMISSIONS YOU GIVE TO US.

As part of our Terms, you also give us permissions that we need to provide the Service. You give us permission (without compensation to you) to:

use your username, profile picture, and information about your relationships and actions with Accounts; and
install updates to the Service.

4. REGISTERING AS AN ACCOUNT OWNER

4.1 You must be at least 18 years old to register with us as an Account Owner and to create and use your Profile. If you are below the age of 18 years old, you are not permitted to use the Service.

4.2 When you register with us as an Account Owner you must provide us with accurate and up-to-date information about yourself, including your correct name, email address and age, as well as other requested information. You must keep all this information up to date through your Profile page. As we will communicate with you via email, it is very important that you let us know if your email address changes. We will keep your information confidential and will only use it as set out in our Privacy Policy.

4.3 You warrant to us that the information you provide when you register with us, and which you subsequently provide to us is true, accurate and not misleading.

5. PRIVACY POLICY

5.1 Our Privacy Policy contains important information about what we do with the personal information you provide when you register as an Account Owner and thereafter, as well as information derived from the activity generated by and through your Profile.

5.2 Our Privacy Policy forms part of these Terms and is incorporated into them. By registering as an Account Owner, you confirm that you have read and agree to our Privacy Policy.

6. CODE OF CONDUCT

You undertake to us that you will abide by the following Code of Conduct:

6.1 You agree that all information, data, your username and other personal information, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") appearing in your Profile, whether publicly posted or privately transmitted, is controlled by you and is your responsibility. You agree that you, and not the Company, are entirely responsible for all Content that appears in your Profile and that you, and not the Company, are responsible for checking and verifying the accuracy, completeness and appropriateness of the Content appearing in your Profile. In particular, you are responsible for ensuring that the Content appearing in your Profile complies with this Code of Conduct.

6.2 You acknowledge that WeShop are entitled (but not obliged) to withdraw any Content which appears in their opinion to be in breach of these Terms (including this Code of Conduct).

6.3 We may require you to change your password or other information which facilitates access to the Service. You are solely responsible for maintaining the confidentiality of your password and any additional identifying information.

6.4 You will abide by the “Dos and Don’ts” published by the Company on the WeShop Platform which may be updated from time to time. The Dos and Don’ts reflect the principles and ethos upon which WeShop is founded. In particular, it is a founding principle of WeShop that every Account Owner acts in a way that is respectful and considerate towards other Account Owners, Profile Visitors, Retailers and others.

6.5 You will not purchase or bid for goods or services on terms related to WeShop or Retailers on our platform (including, but not limited to, abbreviations, misspellings, stringing of the name WeShop or our Retailers’ names), or any other trade or service marks of WeShop or our Retailers ("Marks") in any domain name or within any third-party search engine or shopping portal including, but not limited to, Google, Yahoo, AOL, MSN, Ask, or otherwise. Additionally, you will not pay third parties for placement in search engines or shopping portals on the basis of your use of the Marks. You agree not to engage in any paid advertising that utilises any keyword or search term that contains any of the Marks or for the purpose of directing visitors to the WeShop Platform or otherwise without our prior written consent.

6.6 In connection with your Profile (and the Profile of any other Account Owner), you will not (or cause any other person to):

(a) upload, post, publish, distribute, disseminate or otherwise transmit or use (together “Post”) any Content that is: unlawful, untruthful, defamatory, discriminatory, offensive, abusive, obscene, immoral, indecent, menacing, disparaging towards the Company or any of its officers or employees, invasive of another’s privacy, or otherwise objectionable, including but not limited to material that promotes or provides instructional information about illegal activities or promotes physical or mental harm or injury against any group or individual;

(b) Post any Content that you do not have a right to make public or disclose under any law or jurisdiction under contractual or fiduciary relationships (such as inside information and confidential information belonging to someone else);

(c) Post any Content that infringes any patent, trademark, trade secret, copyright or other proprietary or intellectual property rights of any person, or rights of publicity or privacy of any person, unless you are the owner of such rights or are licensed by the owner to post such material;

(d) Post any Content that contravenes any applicable law or regulation (including, but not limited to, laws regulating data protection, consumer protection, distance selling, unfair competition, anti-discrimination, false advertising, copyright, trademark and privacy);

(e) carry out any activity which is regulated by law and which is required to be licensed, authorised, or approved by any statutory or official body (this includes activity regulated by the UK Financial Conduct Authority);

(f) carry out any activity which is illegal;

(g) Post any review, feedback or commentary on any products or services of a Retailer or WeShop that is not truthful, fair and reasonable;

(h) Post any Content that is pornographic or of a sexually obscene nature;

(i) Post any Content which is harmful to children;

(j) Post any Content that contains software viruses, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or servers or telecommunications equipment (including that belonging to or used by us);

(k) interfere with or disrupt our servers or the systems and networks used by us, or infringe any requirements, procedures, policies or regulations of any such systems or networks, or interfere with any third party’s use of the Service, including but not limited to (i) transmitting any material that contains viruses, trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, or (ii) attempting to gain unauthorised access to any Profile of any other Account Owner;

(l) collect, store, or distribute personal data about other users without their consent; or

(m) Post any Content that we in our absolute discretion consider objectionable to other users or the Company, its directors and/or officers or employees.

6.7 WeShop reserves the right to revoke access to your Account and/or change your username after your Account has been created if the username, personal details or other Content in your Profile is found to be:

(a) impersonating a brand, retailer, celebrity or significant person;

(b) infringing a trademark; or

7. WITHDRAWAL, MODIFICATION OR SUSPENSION OF THE SERVICE

7.1 We reserve the right to suspend or terminate your Profile and access to the Service, or parts of it, immediately and without notice to you, if in our opinion you have breached these Terms (including the Code of Conduct).

7.2 You agree that we have the right to require you to remove (or we can without notice remove) any Content appearing in your Profile, the posting of which constitutes, in our view, a breach of these Terms (including the Code of Conduct) or rules governing the protection of personal data or other policies, or we are required by law or regulation to do so. WeShop will not be responsible for any consequences or damages that may arise from such removal.

7.3 You agree that we have the right to require you to change (or we can change) your username at any time, if in our view you have breached these Terms (including the Code of Conduct).

7.4 We reserve the right to withdraw, modify or suspend any aspects of our Service, or the entirety of it, where we have legal, technical or commercial reasons to do so. We shall endeavour to give you 14 days’ advance notice before taking such action, except where it is necessary in our final opinion to take earlier action. There may also be times when WeShop’s Service becomes inaccessible as a result of technical difficulties. We will however use reasonable care and skill to overcome any difficulties that are within our control. We cannot guarantee continuous access to the Service or any of the Content that appears on it.

8. INTELLECTUAL PROPERTY

8.1 You will not post any Content to your Profile that infringes the intellectual property rights of any party.

8.2 You grant WeShop and its successors and assigns, a non-exclusive, world-wide, royalty free, perpetual, irrevocable licence (including the right to grant sub-licences) to display and reproduce the Content you post to your Profile, both digitally and in print, without any duty to account to you. You further agree that upon posting any Content to your Profile, you grant the Company, and its successors and assigns a non-exclusive world-wide, royalty-free, perpetual, irrevocable licence to distribute, display, and reproduce such material to other members of that group. You further grant WeShop the non-exclusive, personal, non-transferrable right to view the relevant material.

8.3 You acknowledge that all copyright, trademarks, and other intellectual property rights in and relating to the Service (including material which is provided by Account Owners) and/or in the brand, concept and design of the WeShop are owned by, or licensed to, us. Therefore, you must not copy, distribute, show in public or create any derivative work from the Service or from the WeShop Website or Platform, or any of the material which is found on the Service or on the WeShop Website or Platform unless properly licensed to do so in writing by us.

9. SHAREBACK

9.1 We may reward you for your social and transactional activity on the WeShop Platform by awarding you, in the first instance, a contingent entitlement to an ordinary share or such other class of share as we may designate from time to time in a company in the WeShop group (“Contingent Shares”). These Contingent Shares will later settle in accordance with Clause 9.3 below to become settled shares ( “Settled Shares”). You will not be charged by us or be required to pay any amount to us for being awarded any Contingent Shares.

9.2 The number of Contingent Shares awarded to you will be at our sole discretion from time to time.

9.3 Once you have owned the Contingent Shares for a period of 12 months from the date of issuance they will automatically become Settled Shares. At this point you may either, as per Clause 9.10 below, retain the Settled Shares (and do nothing) or withdraw the Settled Shares .

9.4 You agree that both the Contingent Shares and Settled Shares and the price and value of those shares in your Account may be subject to fluctuation and as such may increase or decrease during the time that you hold them in your Account.

9.5 The mechanism by which you may be awarded Contingent Shares is as follows:

(a) For various completed transactional activity you will be awarded Contingent Shares as a percentage of the gross merchant value net of any sales tax resulting from the transaction (a “Qualifying Transaction”).

b) For various Content which is created which leads to transactional activity from other users, you will be awarded Contingent Shares as a percentage of the gross merchant value net of any sales tax resulting from the transaction which has been generated by the content which you have posted (a “Qualifying Recommendation”).

c) For referring other users who register on the platform with your username, you will receive Contingent Shares as a percentage of their successful purchasing gross merchant value net of any sales tax resulting from their transaction. The duration of this referral scheme may vary from time to time (a “Qualifying Referral”).

9.6 Your Contingent Shares will be visible in your Account’s dashboard after the Retailer has tracked the transaction and either a Qualifying Transaction, Qualifying Recommendation or Qualifying Referral has been made. At this point, although the Contingent Shares will appear in your Account, they cannot be redeemed/withdrawn (in the case of a Qualifying Transaction) until 12 months have passed (and subject to the conditions below) since your initial Qualifying Transaction date as reported by the Retailer except in the case of travel bookings which will only become valid once the merchant has confirmed that the travel booking has been completed. If either one of these requirements has not been met, your transaction will remain in an uncleared state on your Account and the Contingent Shares cannot be withdrawn (see Clause 9.10 below). In the case of a Qualifying Recommendation or Qualifying Referral this will be 12 months from the date of issuance of the Contingent Shares.

9.7 The status of a transaction remains at the discretion of the Retailer. If a Retailer chooses not to validate your transaction to Qualifying Transaction status, you may raise a claim with WeShop customer support to appeal the decision. WeShop reserves the right to overrule any decision made by a Retailer.

9.8 WeShop cannot guarantee transactions will track under any circumstances, and WeShop will not provide support or assistance if your device is any of the following:

(a) rooted or jailbroken;

(b) no longer supported by its manufacturer; or

9.9 Retailers may not support purchases when made outside the United Kingdom. If your purchase is made when your device is outside the supported geographical area, customer support will be unable to appeal any issues with your transactions.

9.10 The mechanism for withdrawing or retaining Settled Shares is as follows:

(a) once your Contingent Shares convert into Settled Shares after the 12 month period has elapsed, you will be able to see in your dashboard the state of ‘available’ Settled Shares. This will inform you of the number of available Settled Shares in your Account and the value of such shares (which is directly linked to the Settled Share price which is also visible in the app). At this point you have a choice to either retain your Settled Shares (or part thereof) in your Account which will be shown on your dashboard and you need to do nothing further in respect of the retained shares, or alternatively, you may elect to withdraw your Settled Shares (or part thereof) by contacting customer services at sharewithdrawals@we.shop.

(b) there is a minimum number of Settled Shares which can be withdrawn by the Account Owner which may vary from time to time but which will be shown when requesting a withdrawal.

(c) for the avoidance of doubt WeShop are not regulated or authorised by the Financial Conduct Authority. We give no advice or make no arrangements in respect of the Account Owner’s decision in relation to dealing with, or any other activity, connected with your Settled Share entitlement pursuant to this Clause 9.10 or otherwise.

9.11 There are various circumstances in which Contingent Shares and Settled Shares which appear on your Account may be either (i) suspended, (ii) forfeited, or (iii) automatically transferred to us, including where an Account Owner/Account:

(a) is suspended by us under Clause 7 of these Terms;

(b) is associated with any fraudulent activity or any breach of these Terms;

(d) is inactive for more than 13 months (an Account Owner is inactive where the Account Owner does not log into the Services);

(e) publishes (or causes to be published) defamatory or otherwise abusive Content directed towards WeShop or any subsidiary or member of its group of companies, its directors and/or officers or employees either on the WeShop Platform or elsewhere;

(f) is in dispute with WeShop for any reason including any disputes not relating to Qualifying Transactions; or

(g) is abusive verbally or by electronic communication to any member of the WeShop team.

10. OUR RESPONSIBILITIES AND LIABILITY

10.1 WeShop is not a party to any transactions with Retailers, as it is not the seller or supplier of and does not endorse any of the goods and services that Retailers make available. For the avoidance of doubt, we do not have any of the legal and/or statutory obligations that apply to the Retailers of any goods or services. Accordingly, we do not have any control over (or responsibility for) the quality, safety or legality of the goods and services provided by Retailers, or whether the Retailer can or will supply and pass good title to any goods or services they provide. As such, to the extent that the law permits, you release us, our agents and employees from all liability arising out of or in connection with any transactions with Retailers.

10.2 We warrant that the Service will be provided with reasonable care and skill with the intention of meeting our specifications for the Service, but we cannot and do not guarantee that the Service will meet your requirements or that the Service shall be uninterrupted or error free. In addition, we will not be liable for the consequences of any interruptions or errors. We may change, restrict access to, suspend or discontinue the Services or any part of it at any time. We give no other warranty to you other than set out in this Clause 10.2.

10.3 We shall be liable only as expressly provided in these Terms and shall have no other obligation, duty or liability whatsoever in contract, tort (including negligence, breach of statutory duty and any other tort) or otherwise.

10.4 Nothing in these Terms excludes or restricts our liability for death or personal injury resulting from our negligence.

10.5 We will not be liable to you or anyone else, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise:

(a) for any loss of revenue (including any loss of revenue incurred as a result of a tax liability), business, anticipated savings or anticipated profits; or

(b) for any indirect, remote, special or consequential loss, economic loss, damage, costs or other claims, howsoever caused or arising, whether through non-supply, interruption or suspension of supply, or late supply of the Service or other non-performance of these Terms or otherwise.

10.6 Except as expressly stated elsewhere in these Terms, all representations, warranties, conditions and other terms, whether express or implied (by common law, statute, collaterally or otherwise) are hereby excluded, except in the case of fraud, or where such exclusion is not permitted by law.

10.7 For the avoidance of doubt, we will not have liability to you or any other person in respect of Content posted to your Profile or for transactions between your Profile Visitors and Retailers or otherwise.

10.8 The provisions of Clause 10 shall survive the termination or expiry of these Terms.

11. INDEMNITY

11.1 You shall indemnify the Company against any liabilities, proceedings, costs, damages, losses or expenses suffered by the Company as a result of (i) the Content posted by you in your Profile, (ii) any incorrect information given to the Company by you, (iii) any other breach of these Terms by you, or (iv) any other negligent or wrongful act carried out by you, including but not limited to, your negligent or unauthorised use of the Service.

11.2 The Account Owner shall be fully responsible for and indemnify WeShop against any and all statutory liability and any liability, assessment or claim for any tax, charge or other levy claimed by a responsible authority arising from the issuance, withdrawal and sale of ordinary Settled Shares (or any other class of shares that WeShop may designate from time to time), and shall hold WeShop harmless against all losses or liabilities arising in connection with the issuance, withdrawal and sale of Contingent or Settled Shares.

12. ASSIGNMENT

We reserve the right to assign these Terms, and to assign or subcontract any or all of our rights and obligations under these Terms. You may not without the written consent of the Company assign or dispose of these Terms, nor subcontract any of your rights or obligations under it.

13. ENTIRE AGREEMENT

These Terms (which includes the Dos and Don’ts) and our Privacy Policy are intended to contain your entire agreement with us relating to the Service. It replaces all earlier agreements and understandings with you relating to the Service.

14. CHANGES TO THESE TERMS

The information given in these Terms is correct. We reserve the right to amend these Terms from time to time. By registering to use the Service, you agree that WeShop may modify these Terms (including termination of the Service) with or without notice even though such changes may affect your ability to redeem either or both of your Contingent Shares or Settled Shares. When we do so, we will post the new version of these Terms on the WeShop Website. We will endeavour to notify you (for example, by a notice on the Weshop Website) at least 5 days before we make changes to these Terms and give you an opportunity to review them before they go into effect, unless the changes are required by law. Once any updated Terms are in effect, you will be bound by them if you continue to use our Services. We hope that you will continue using our Services, but if you do not agree to our updated Terms and no longer want to be part of the Weshop community, you can delete your account at any time. Your continued participation in the Service constitutes your acceptance to any changes in these Terms.

15. TERM

15.1 These Terms become effective when you access the WeShop Website or Platform or, if later, use the Services.

15.2 We reserve the right to terminate your Account and/or suspend you from the Service (including suspending or forfeiting your Shares) if, in our opinion:

(a) you have breached any one or more of these Terms;

(b) you act fraudulently or otherwise illegally (both criminal and civil) in any way;

(c) you have attempted to or have undermined the legitimate operation of WeShop (and in this regard, WeShop has the right to seek damages or any other legal relief from you);

(d) your Profile is inactive for more than 13 months;

(e) you create multiple Profiles;

(f) we are required or requested to by any law, governmental or regulatory body or similar organisation;

(g) you are in dispute (of any kind) with WeShop, its officers or employees.

15.3 In the event your Account is terminated or suspended you are still bound by these Terms.

16. GENERAL

16.1 In the event that any term of these Terms is held to be invalid or unenforceable, the remainder of these Terms shall remain valid and enforceable. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms or accessing the Services. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

16.2 No other person other than you and us (or our permitted assigns or transferees) shall have any rights to enforce any of these Terms.

16.3 In the event that any provision of these Terms should be invalid or unenforceable, the remainder of these Terms shall remain valid and enforceable.

16.4 You acknowledge that you and WeShop are independent parties, and no agency, partnership, joint venture or employee/employer relationship is established by these Terms.

16.5 WeShop’s failure to enforce any of these Terms shall not constitute a waiver of any of our rights and remedies under these Terms. Similarly, WeShop’s failure to act with respect to any breach by you or others does not waive our right to act with respect to similar or subsequent breaches.

17. GOVERNING LAW

17.1 These Terms, and our relationship with you, and any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims) is governed by the laws of England and Wales.

17.2 You and we each irrevocably agree to submit to the exclusive jurisdiction of the English courts to settle any disputes or claims arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims) provided that we may enforce any judgment of the English courts in the courts of any jurisdiction.